IRFC has received regulatory fines from both major Indian stock exchanges for violations related to board composition and committee constitution during the quarter ended 31st December 2025. The company disclosed this information under Regulation 30 of SEBI (LODR) Regulations, 2015 on 28th February 2026.

Regulatory Action Details

Both BSE and NSE have imposed identical penalties on the railway financing company for non-compliance with corporate governance norms.

Nature of Violations

The fines relate to violations of specific SEBI regulations concerning corporate governance requirements:

• Regulation 17(1): Board composition requirements
• Regulation 18(1): Audit committee constitution
• Regulation 19(1)/19(2): Nomination and Remuneration committee requirements

These violations specifically pertain to the composition of the Board and constitution of committees namely Audit, Nomination and Remuneration for the quarter ended 31st December 2025.

Company's Position and Waiver Request

IRFC has clarified that as a Government Company, the power to appoint Directors vests with the President of India through the administrative ministry, specifically the Ministry of Railways (MoR). The company emphasized that it has no control in the appointment of Directors on its Board.

Compliance Efforts and Impact

The company has stated that requests have been made from time to time to the Ministry of Railways for appointment of requisite number of independent Directors, including one Women Independent Director, to ensure compliance with:

• SEBI Listing Regulations
• Companies Act, 2013
• DPE Guidelines on Corporate Governance for Central Public Sector Enterprises (CPSEs)

IRFC has confirmed that these fines have no impact on the financial, operational, or other activities of the listed entity. The company has submitted waiver requests to both stock exchanges, citing the precedent where similar fines were waived for the period from March 2021 to December 2021 on similar grounds.

Indian Railway Finance Corporation Limited has officially announced a board meeting to consider the declaration of a second interim dividend for shareholders. The railway financing entity has issued formal notification under SEBI regulations, marking a significant development for investors in the current fiscal year.

Board Meeting Details

The company's board of directors will convene on Monday, March 09, 2026, with the primary agenda being the consideration of a second interim dividend declaration for shareholders. This meeting has been scheduled in compliance with SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

Trading Window Restrictions

In accordance with SEBI Prohibition of Insider Trading Regulations, 2015, the company has implemented specific trading restrictions around the board meeting. The trading window closure began on Friday, February 27, 2026, and will continue until 48 hours after the board meeting concludes.

During this period, all designated employees and connected persons are prohibited from trading in the company's securities, including equity shares and listed debt securities. This measure ensures compliance with insider trading regulations and maintains market integrity.

Tax Compliance and Documentation Requirements

The company has emphasized that dividend income is subject to taxation, requiring tax deduction at source (TDS) as per The Income Tax Act, 1961. Shareholders must update their records to ensure proper tax treatment and seamless dividend processing.

Electronic Payment Mode

Following recent amendments in listing regulations, dividend payments will be made exclusively through electronic mode. The provision for physical instruments such as cheques or warrants has been discontinued, making it essential for shareholders to maintain updated banking details.

Shareholders who fail to provide requisite details by the specified deadline may face higher TDS rates. However, excess tax paid can be claimed as refunds during income tax return filing through Form 26AS available on the Income Tax Portal. No claims will be entertained against the company for such deductions.

Source: None/Company/INE053F01010/d92480dd-d6aa-4898-82e4-346e4f889ea7.pdf